Master Services Agreement

1. About this Agreement

1.1 This Master Services Agreement (Agreement) is between MAITS Limited (NZBN 9429051871221), a New Zealand company (MAITS, we, us), and the organisation named in the Order (Customer, you).

1.2 This Agreement governs every service, licence and deliverable MAITS supplies, including MAITS GoodWorks, website services, hosting and managed services, professional services, security testing, software and domain services.

1.3 Each service is also governed by the Service Schedule for that service (see clause 2 and the Schedule index at the end of this Agreement) and by the policies referred to in this Agreement.

1.4 By accepting an Order, the Customer agrees to this Agreement, the applicable Service Schedules and the referenced policies, in the versions current at the time of acceptance.

2. Contract documents and order of precedence

2.1 The Contract for an Order consists of the following documents. If they conflict, they apply in this order:

1. the Order (the accepted quotation, Statement of Work or online order), but only for its description of scope, price, term and service-specific items;
2. the applicable Service Schedule;
3. this Agreement;
4. the referenced policies: Billing, Payments and Refunds Policy; Subscriptions, Promotions, Renewal and Cancellation Policy; Support and Service Levels Policy; Acceptable Use Policy; Data Processing Agreement; Privacy Policy; Hosting and Data Residency Schedule; Domain Registration Terms; Quotations, Statements of Work and Variations Terms.

2.2 Any terms on a Customer purchase order, supplier portal, invoice or similar document have no effect, even if MAITS acknowledges or processes that document.

3. Definitions

• Business Day means a day other than a Saturday, Sunday or national public holiday in New Zealand.
• Customer Content means data, text, images, logos, documents and other material supplied by or for the Customer or its users, including personal information.
• Deliverables means anything MAITS provides under an Order, including reports, designs, websites, configurations, code, documentation and recommendations.
• Fees means the amounts payable under an Order, including subscription fees, rates, setup fees, expenses and third-party costs.
• Intellectual Property Rights means all intellectual property rights anywhere in the world, including copyright, trade marks, designs, patents, know-how and rights in confidential information.
• MAITS Materials means the MAITS platform, software, templates, tools, methods, know-how, documentation and all materials MAITS owned or developed before or independently of an Order, and all improvements to them.
• Order means a quotation, Statement of Work, online order or subscription that has been accepted under clause 4.
• Portal means the MAITS customer portal and MAITS Administration.
• Third-Party Services means services, software and infrastructure provided by third parties, including Microsoft, Stripe, domain registries and registrars, payment and email providers.

4. Accounts, verification and Orders

4.1 Organisations must register in the Portal. MAITS verifies each organisation against public records before linking it to a user account. MAITS may request information, decline a registration or suspend an account where it cannot verify the organisation or suspects misuse. MAITS does not have to give reasons for declining a registration.

4.2 An Order is accepted when the Customer accepts it in the Portal, signs it, pays for it, or instructs MAITS to start work, whichever happens first. MAITS may decline any Order before it starts work.

4.3 The person accepting an Order confirms that they are authorised to bind the Customer. The Customer is responsible for all activity under its account and must keep its users and sign-in methods secure.

4.4 Quotations are valid for the period shown on them. Estimates and indicative prices are not fixed prices unless an Order states that they are.

5. Services

5.1 MAITS will supply the services with reasonable care and skill, in accordance with the Order and good industry practice.

5.2 MAITS may decide how the services are performed, including the personnel, tools, locations and subcontractors it uses. MAITS remains responsible for its subcontractors.

5.3 MAITS may improve or change the way a service is delivered, including its platforms and providers, if the change does not materially reduce the service the Customer has ordered.

5.4 Support response targets and service availability are set out in the Support and Service Levels Policy. The availability of hosted services is governed by the Microsoft SLAs for the Microsoft Azure services they use, as described in that policy. Additional service levels apply only where an Order states them.

5.5 Work outside the Order is not included. MAITS will quote it separately, or perform it at MAITS's current rates if the Customer requests it in writing.

6. Customer responsibilities

6.1 The Customer must:

1. provide accurate information and keep it up to date;
2. provide timely access, decisions, approvals, content and assistance reasonably required by MAITS;
3. comply with the Acceptable Use Policy and all laws that apply to its business, its Customer Content and its use of the services;
4. hold all rights, licences and consents needed for MAITS to use Customer Content and to access any systems MAITS is asked to work on;
5. keep its own copies of Customer Content it cannot afford to lose.

6.2 If the Customer does not meet its responsibilities, MAITS is not responsible for the resulting delay or failure, and may adjust the timetable and charge for additional work, waiting time and remobilisation at its current rates.

7. Fees and payment

7.1 The Customer must pay the Fees in accordance with the Order and the Billing, Payments and Refunds Policy.

7.2 Unless stated otherwise, Fees exclude GST and other taxes, which the Customer must pay in addition.

7.3 Payments must be made in full without set-off, counterclaim, deduction or withholding. If a law requires a withholding, the Customer must pay the additional amount needed for MAITS to receive the full Fee.

7.4 MAITS may charge interest on overdue amounts at 12% per annum, calculated daily, and recover its reasonable costs of collection, including collection agency and legal costs.

7.5 MAITS may suspend any service if an amount is more than 14 days overdue, after giving at least 7 days' notice. Suspension does not stop Fees accruing.

7.6 Rates for professional services may be reviewed once a year with 30 days' notice. Subscription prices may change as set out in the Subscriptions, Promotions, Renewal and Cancellation Policy. A price in an accepted Order does not change for the scope of that Order.

8. Intellectual property and licences

8.1 The Customer keeps ownership of Customer Content and its domain names. The Customer grants MAITS a non-exclusive, worldwide, royalty-free licence to host, copy, process, modify and display Customer Content as needed to provide the services.

8.2 MAITS owns all MAITS Materials and all Intellectual Property Rights in the Deliverables, except Customer Content incorporated in them. Nothing in the Contract transfers ownership of MAITS Materials or Deliverables to the Customer.

8.3 Subject to payment of all Fees, MAITS grants the Customer a non-exclusive, non-transferable licence to use the Deliverables, as follows:

1. websites, platforms and hosted services: to use them only while MAITS hosts them under an active subscription or hosting Order. The licence ends when that subscription or Order ends;
2. reports, designs, documentation and advice: to use them for the Customer's own internal business purposes, perpetually;
3. configurations MAITS makes in the Customer's own systems: to use them perpetually within those systems.

8.4 The Customer must not, and must not allow others to:

• copy, extract, reverse engineer or attempt to obtain the source code of MAITS Materials;
• host or run any MAITS-built website or platform anywhere other than on MAITS hosting;
• resell, sublicense or provide the services or Deliverables to third parties, except as an Order allows.

8.5 MAITS may use general knowledge, skills, experience and anonymised learnings from any engagement, and may reuse non-confidential components and techniques for other customers.

8.6 Feedback the Customer gives MAITS may be used by MAITS without restriction.

9. Confidentiality

9.1 Each party must keep the other party's confidential information confidential and use it only for the purposes of the Contract. It may disclose that information to its personnel, advisers, insurers and subcontractors who need to know it and who are bound by confidentiality obligations, or where required by law.

9.2 This clause does not apply to information that is public (other than through a breach), already known to the recipient, independently developed, or lawfully received from a third party.

9.3 These obligations continue for five years after the Contract ends, and indefinitely for trade secrets and personal information.

10. Privacy and data protection

10.1 Each party must comply with the privacy laws that apply to it, including the Privacy Act 2020 (New Zealand) and, where applicable, the Privacy Act 1988 (Cth).

10.2 Where MAITS processes personal information on the Customer's behalf, the Data Processing Agreement applies. MAITS's own handling of personal information is described in the Privacy Policy.

10.3 The locations where MAITS's providers store and process data are described in the Hosting and Data Residency Schedule. Any specific residency requirement must be agreed in an Order, and may carry additional Fees.

11. Third-Party Services

11.1 Some services depend on Third-Party Services. Those services are supplied under the third party's terms, which the Customer agrees to where they apply.

11.2 MAITS is not responsible for the availability, performance, security, pricing changes or acts and omissions of Third-Party Services. MAITS will pass on to the Customer the benefit of any warranties or remedies it obtains from those providers, to the extent it is able to.

11.3 If a third party changes or withdraws a service or increases its price, MAITS may make a reasonable corresponding change to the affected service or Fees on notice.

12. Warranties and consumer law

12.1 MAITS warrants that it will perform the services with reasonable care and skill. If a service does not meet this warranty and the Customer notifies MAITS within 30 days of performance, MAITS will, at its option, re-perform the service or refund the Fees paid for the affected part. Subject to clause 12.4, this is the Customer's sole remedy for breach of this warranty.

12.2 Except as expressly stated in the Contract, all other warranties, conditions and representations, whether express or implied by statute or otherwise, are excluded to the extent permitted by law. MAITS does not warrant that the services will be uninterrupted or error-free, that they will meet requirements not stated in the Order, or that any security measure, test or assessment will identify or prevent every threat.

12.3 The Customer acquires the services for the purposes of a business and is in trade. The parties agree that the Consumer Guarantees Act 1993 does not apply, and that it is fair and reasonable for the parties to be bound by this clause and by clauses 13 and 22.4, having regard to section 43 of the Consumer Guarantees Act 1993 and 5D of the Fair Trading Act 1986.

12.4 Nothing in the Contract excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, including under the Australian Consumer Law. Where the Australian Consumer Law allows MAITS to limit its liability for breach of a consumer guarantee, MAITS's liability is limited, at MAITS's option, to supplying the services again or paying the cost of having them supplied again.

13. Limitation of liability

13.1 MAITS is not liable to the Customer, under or in connection with the Contract, for any:

• loss of profit, revenue, business, opportunity, goodwill, anticipated savings or data;
• indirect or consequential loss; or
• loss arising from Third-Party Services, Customer Content, the Customer's systems or the Customer's breach.

13.2 MAITS's total liability under or in connection with the Contract, whether in contract, tort (including negligence), equity, under statute or otherwise, is limited to the total Fees paid by the Customer under the Order giving rise to the claim in the 12 months before the event giving rise to the claim. For a one-off Order, it is limited to the Fees paid for that Order.

13.3 Where data is lost or corrupted while in MAITS's control, MAITS's sole obligation is to use reasonable efforts to restore it from the most recent backup MAITS holds under the relevant service.

13.4 The limits in this clause do not apply to liability that cannot be limited by law, or to liability for fraud or wilful misconduct.

13.5 MAITS's liability is reduced to the extent that the Customer, its personnel or Third-Party Services caused or contributed to the loss.

13.6 The Customer must take reasonable steps to mitigate any loss.

14. Indemnity

14.1 The Customer indemnifies MAITS, its officers, employees and subcontractors against all claims, losses, liabilities, costs (including reasonable legal costs on a solicitor-client basis) and penalties arising from:

• Customer Content, including any claim that it infringes another person's rights or breaches any law;
• the Customer's breach of the Acceptable Use Policy or of clause 8.4;
• any work MAITS performs on systems, networks or assets at the Customer's request, where the Customer did not hold the authority it represented it held; and
• the Customer's breach of law.

15. Suspension

15.1 MAITS may immediately suspend any service, in whole or in part, if:

• it reasonably considers this necessary to protect the security, integrity or availability of its services or of other customers;
• it is required by law or by a Third-Party Service provider;
• the Customer breaches the Acceptable Use Policy; or
• MAITS suspects fraud or misuse.

15.2 MAITS will give notice as soon as practicable, and will restore the service once the reason for the suspension is resolved.

16. Term and termination

16.1 This Agreement continues while any Order is in effect.

16.2 Subscriptions continue and may be cancelled as set out in the Subscriptions, Promotions, Renewal and Cancellation Policy. Project Orders end when the work is completed and paid for.

16.3 Either party may terminate an Order by written notice if the other party:

• materially breaches the Contract and does not remedy the breach within 20 Business Days of receiving notice; or
• becomes insolvent, enters administration, liquidation or receivership, or makes an arrangement with its creditors.

16.4 MAITS may terminate any Order for convenience on 30 days' notice. If it does, MAITS will refund any prepaid Fees for services not yet provided.

16.5 The Customer may cancel a project Order on written notice. If it does, the Customer must pay for all work performed and costs committed up to the cancellation, together with any cancellation charges in the Order.

16.6 On termination or expiry:

1. all unpaid Fees become immediately due;
2. the licences in clause 8.3.1 end;
3. Customer Content is returned or deleted as set out in the applicable Service Schedule; and
4. clauses 7, 8, 9, 13, 14, 16.6, 19, 20 and 22, and any other clauses which by their nature are intended to survive, survive termination.

17. Non-solicitation

17.1 During each Order and for 12 months after it ends, the Customer must not directly or indirectly employ or engage any MAITS employee or contractor who was involved in the services, without MAITS's written consent.

17.2 If the Customer breaches clause 17.1, it must pay MAITS a fee equal to 25% of that person's first-year remuneration. The parties agree that this fee is a genuine pre-estimate of the cost of recruiting and training a replacement. This clause does not apply to a person who responds to a general public advertisement.

18. Force majeure

18.1 Neither party is liable for any failure or delay caused by events beyond its reasonable control. These include:

• natural disasters, pandemics and epidemics;
• government action;
• failure of utilities, telecommunications or Third-Party Services;
• cyber attacks not caused by that party's failure to take reasonable precautions; and
• industrial action affecting third parties.

18.2 This clause does not apply to payment obligations. If a force majeure event continues for more than 30 days, either party may terminate the affected Order on notice.

19. Records, notices and electronic transactions

19.1 Orders, acceptances, notices and approvals may be given and recorded electronically, including through the Portal and by email. The parties agree to transact electronically under Part 4 of the Contract and Commercial Law Act 2017 (New Zealand) and, where relevant, the Electronic Transactions Act 1999 (Cth).

19.2 MAITS keeps records of each acceptance, including the user, role, organisation, date and time, document versions, document fingerprints and accepted price. It also keeps records of the services provided, time recorded, communications and Portal activity. Unless shown to be incorrect, these records are evidence of the matters they record.

19.3 Notices to the Customer may be sent to the email address of the organisation's Owner or primary contact, or through the Portal. Notices to MAITS must be sent to admin@maits.co.nz. An email notice is received when it is sent, unless the sender receives an automated notice that it was not delivered.

20. Disputes

20.1 A party with a dispute must give the other party written notice of it. Senior representatives of each party must then meet and try in good faith to resolve the dispute within 20 Business Days.

20.2 If the dispute is not resolved within that time, either party may refer it to mediation in New Zealand. The mediation is to be administered by the Arbitrators' and Mediators' Institute of New Zealand (AMINZ) or by Resolution Institute.

20.3 If the dispute is not resolved within 30 Business Days of the referral to mediation, it must be finally resolved by arbitration under the Arbitration Act 1996 (New Zealand). The arbitration is to be seated in New Zealand, conducted in English before a single arbitrator appointed by agreement or, failing agreement, by the President of AMINZ.

20.4 Nothing in this clause:

• prevents a party from seeking urgent injunctive or interim relief from a court; or
• prevents MAITS from recovering unpaid Fees through any court or collection process.

20.5 Each party must continue to perform its obligations during a dispute, except for obligations that are the subject of the dispute.

21. Customers outside New Zealand

21.1 Where the Customer is located outside New Zealand:

• the Customer is responsible for complying with the laws of its own jurisdiction that apply to its use of the services, including import, export, sanctions, data protection and sector-specific laws;
• Fees are payable in the currency stated in the Order, and the Customer bears any bank charges, currency conversion costs and local taxes;
• MAITS does not represent that the services comply with laws outside New Zealand and Australia unless an Order states so.

21.2 MAITS may decline to supply, or may suspend, services where supplying them would breach sanctions or export laws, or would expose MAITS to legal obligations in a jurisdiction where it does not operate.

22. General

22.1 Governing law. The Contract is governed by the laws of New Zealand. Subject to clause 20, the parties submit to the exclusive jurisdiction of the New Zealand courts.

22.2 Assignment. The Customer may not assign or transfer the Contract without MAITS's written consent. MAITS may assign or novate the Contract to a related company, or to a purchaser of all or part of its business, on notice.

22.3 Changes to this Agreement. MAITS may publish new versions of this Agreement, the Service Schedules and the policies. A new version applies to:

• new Orders from its effective date; and
• existing subscriptions from their next renewal after at least 30 days' notice.

If a change materially and adversely affects the Customer, the Customer may cancel the affected subscription before the change takes effect, without charge. Accepted prices for fixed-scope Orders do not change.

22.4 Entire agreement. The Contract is the entire agreement between the parties about its subject matter. It replaces all earlier proposals, representations and understandings. The Customer confirms that it has not relied on any statement that is not set out in the Contract.

22.5 Relationship. The parties are independent contractors. Nothing in the Contract creates a partnership, joint venture, agency or employment relationship.

22.6 Publicity. MAITS may identify the Customer by name and logo as a client, unless the Customer asks it not to by notice.

22.7 Severability. If any provision is invalid or unenforceable, it is to be read down to the extent necessary, or severed. The rest of the Contract continues in effect.

22.8 Waiver. A failure or delay in exercising a right is not a waiver of that right.

22.9 Third parties. No person other than the parties has rights under the Contract. To that extent, the Contract and Commercial Law Act 2017 Part 2 subpart 1 does not apply, except for clause 14 in favour of MAITS's officers, employees and subcontractors.

Schedule index: which terms apply to each service

Service	Service Schedule
MAITS GoodWorks plans (Essential, Community, Partner, Enterprise)	GoodWorks Licensed Service Schedule
Website setup, migration, updates and website and digital services	Website Services Schedule
Managed hosting services, managed platforms (Platform Packages Tiers 1–3), 3-year managed services, managed identity and security, support retainers	Hosting and Managed Services Schedule
Consulting, advisory and retained advisory hours, technical leadership and fractional CTO or CISO, strategy and roadmap, architecture (cyber security, Zero Trust, IAM, digital identity), implementation and technical assurance, Microsoft Entra, hybrid identity and Active Directory, CIAM, IGA, PAM, PIM, passkeys and identity security, application identity and provisioning, Azure cloud security, Verified ID integrations, External ID migrations, Azure AD B2C decommissioning, IAM health checks and assessments, workshops and training, custom technology solutions	Professional Services Schedule
Penetration testing, security assessments involving active testing, digital forensics and incident investigation	Security Testing and Investigation Schedule (together with the Professional Services Schedule)
MAITS software, platform components and products made available under licence	Software and Platform Licence Schedule
Domain acquisition, registration, renewal and management	Domain Registration Terms

DiligenceID is provided by a separate legal entity under its own terms. It is not supplied under this Agreement.